EX-10.8

EXHIBIT 10.8

SOLUTIA INC.

ANNUAL INCENTIVE PLAN

FIRST AMENDMENT

ARTICLE I

Purpose

The purpose of the Solutia Inc. Annual Incentive Plan is to promote the interest of Solutia Inc. (the “Company”) and its shareholders by providing incentives to participants for positively influencing the Company’s business results. The Solutia Inc. Annual Incentive Plan is designed to motivate participants to attain the performance goals approved by the Executive Compensation and Development Committee of the Board of Directors or by another committee appointed by the Board while preserving for the benefit of the Company the federal income tax deduction for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended.

ARTICLE II

Definitions

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

“Award” means, individually or collectively, an incentive award, which shall be determined and paid in accordance with the terms of this Plan.

“Board” means the Company’s Board of Directors, as constituted from time to time.

“Committee” means the Executive Compensation and Development Committee of the Board or by another committee appointed by the Board. The Committee shall be comprised exclusively of members of the Board who are "outside directors" within the meaning of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the "Code") and Treasury Regulation 1.162-27(e)(3).

“Determination Date” means the applicable deadline for the establishment of performance goals permitting the compensation payable for such year hereunder to qualify as "qualified performance-based compensation" under Treasury Regulation 1.162-27(e).

”Payment Date” means each and every date on which all or a portion of the Awards for the Performance Period, if any, are paid out to Participants, as determined in the sole discretion of the Committee.

“Performance Goals” means goals established by the Committee as contingencies for Awards to become payable and/or distributable.

“Performance Period” means the designated period during which the Performance Goals must be satisfied with respect to the Award to which the Performance Goals relate.

“Plan” means this Solutia Inc. Annual Incentive Plan, as set forth herein and as hereafter amended from time to time.

“Subsidiary(ies)” means any corporation (other than the Company) in an unbroken chain of corporations, including and beginning with the Company, if each of such corporations, other than the last corporation in the unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of the voting stock in one of the other corporations in such chain.

ARTICLE III

Eligibility

3.1 Eligible Employees.  Without prejudice to Section 4.1, the Plan is applicable to all employees of the Company and its Subsidiaries (individually, a “Participant” and collectively, the “Participants”).  All non-union employees and employees whose collective bargaining agreement allows for participation in the Plan, shall be eligible to participate in this Plan.

3.2 Employment Requirement.  Except as otherwise provided by the Committee, as specifically defined in a Participant’s employment agreement, or as set forth in Section 3.2 herein, a Participant must remain employed by the Company or a Subsidiary of the Company through any Payment Date to receive an Award, or portion of an Award, paid on the Payment Date:

(a) In the event of the Participant’s death during the Performance Period, an Award may be payable under this Plan to the Participant's estate reflecting the Participant’s actual service for such Performance Period, provided that the applicable Performance Goals were otherwise satisfied, which shall be paid at the same time and in the same manner as Awards relating to such Performance Period are otherwise payable to active employees.  The amount payable in such event shall be equal to the amount of such Award multiplied by a fraction the numerator of which is the number of full or partial calendar months elapsed in such Performance Period prior to termination of employment and the denominator of which is the number of full months within the Performance Period.

(b)  In the event of the Participant’s Disability, the Committee has the sole and exclusive discretion for determining whether, when, and in what amounts, a Participant will remain eligible for the payment of his or her Award subject to compliance with the requirements of Code Section 162(m).  For purposes of this Plan, if the Participant is a party to an employment agreement with the Company in which the term Disability is defined, “Disability” shall have the same meaning as in such employment agreement; otherwise, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a doctor selected in good faith by t he Company or the relevant Subsidiary.

(c)  In the event of the Participant’s termination by the Company after the Performance Period, but before a Payment Date, the Participant shall be eligible for an Award if and only if (i) the Participant is eligible for severance from the Company under the terms of: (A) the Participant’s employment agreement (if any); or (B) an applicable Company separation pay plan in force at the time of the Participant’s termination; and (ii)

2

the applicable Performance Goals for such Performance Period were otherwise satisfied.  Any such Award shall be paid at the same time and in the same manner as Awards relating to such Performance Period are otherwise payable to active employees.

ARTICLE IV

Administrative Provisions

4.1 Plan Administration. The Committee shall have the right and authority, subject to the provisions herein, (a) to select employees to participate in the Plan; (b) to establish and administer the Performance Goals and the Award opportunities applicable to each Participant and certify whether the goals have been attained; (c) to construe and interpret the terms of the Plan and any agreement or instrument entered into under the Plan; (d) to adopt, establish, amend, or waive or rescind administrative rules, policies and procedures relating to the Plan and (e) to make all other determinations which may be necessary or advisable for the administration of the Plan.  Any determination by the Committee pursuant to the Plan shall be final, binding and conclusive on all employees and Participants and anyone claiming under or through any of them.

4.2 Delegation by the Committee. The Committee in its sole discretion and on such terms and conditions as it may provide may delegate all or any part of its authority and powers under the Plan to one or more members of the Board and/or officers of the Company; provided, however, that the Committee may not delegate its authority or power if prohibited by law, or if such delegation would cause the Awards or other transactions under the Plan to cease to qualify for exemption under Code Section 162(m).

4.3. Compliance with Code Section 409A.  Awards under the Plan are intended to comply with Code Section 409A and all Awards shall be interpreted in a manner that results in compliance with Section 409A, Department of Treasury regulations, and other interpretive guidance under Section 409A.  Notwithstanding any provision of the Plan or an Award to the contrary, if the Committee determines that any Award does not comply with Code Section 409A, the Company may adopt such amendments to the Plan and the affected Award (without consent of the Participant) or adopt other policies or procedures or take any other actions that the Committee determines are necessary and appropriate to a) exempt the Plan and any Award from application of Code Section 409A and/or preserve the intended tax treatment of amounts payable with respect to the Award, or b) comply with the requirements of Code Section 409A.

ARTICLE V

Establishment and Attainment of Performance Goals and Award Opportunities

5.1 Establishment of Performance Goals.  No later than the Determination Date for each Performance Period, the Committee shall establish in writing the Performance Goals for such year.  Such Performance Goals may be based on such factors including, but not limited to: (a) revenue, (b) earnings per Share, (c) net income per Share, (d) Share price, (e) pre-tax profits, (f) net earnings, (g) net income, (h) operating income, (i) cash flow, (j) earnings before interest, taxes, depreciation and amortization, (k) sales, (l) total stockholder return relative to assets, (m) total stockholder return relative to peers, (n) financial returns (including, without limitation, return on assets, return on equity and ret urn on investment), (o) cost reduction targets, (p) customer

3

satisfaction, (q) customer growth, (r) employee satisfaction, (s) gross margin, (t) revenue growth, (u) strategic initiatives or plans, or (v) any combination of the foregoing, or such other criteria as the Committee may determine. Performance Goals may be in respect of the performance of the Company, or any of its Subsidiaries or any combination thereof on either a consolidated, business unit or divisional level. Performance Goals may be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or external indices) and may be expressed in terms of a progression within a specified range.

5.2 Award Calculation.  No later than the Determination Date for each Performance Period, the Committee shall establish, in writing, the method for computing the amount of compensation which may become payable under the Plan to each Participant in the Plan for such Performance Period if the Performance Goals established by the Committee for such year are attained in whole or in part. Such method shall be stated in terms of an objective formula or standard that precludes discretion to increase the amount of the Award that would otherwise be due upon attainment of the goals and may be different for each Participant.  No provision of this Plan shall preclude the Committee from exercising negative discretion with respect to any Award hereunder, within the meaning of Treasury Regulation 1.162-27(e)(2)(iii)(A).

5.3 Evaluation of Performance.  Awards can only become payable under this Plan for any Performance Period on account of the attainment of the Performance Goals established by the Committee with respect to such Performance Period.  The foregoing criteria shall have any reasonable definitions that the Committee may specify, which may include or exclude any or all of the following items, as the Committee may specify: extraordinary, unusual or non-recurring items; effects of accounting changes; effects of currency fluctuations; effects of financing activities (e.g., effect on earnings per share of issuing convertible debt securities); expenses for restructuring, productivity initiatives or new business initiatives; non-operating items; acquisition expense s; effect of acquisitions; and effects of divestitures. Any such performance criterion or combination of such criteria may apply to the Participant's Award opportunity in its entirety or to any designated portion or portions of the Award opportunity, as the Committee may specify.  The Committee may, in its absolute discretion, reduce or eliminate the Award regardless of the attainment of the Performance Goals based upon factors that the Committee deems relevant.

ARTICLE VI

Maximum Award

6.1 Maximum Award.  The ECDC may establish limitations on the maximum Award that a Participant shall receive under the Plan in any Plan year.  Notwithstanding the foregoing, the maximum Award payable in a Plan year to a Participant shall not exceed $7,500,000.

ARTICLE VII

Committee Certification: Payment of Awards

7.1 Certification of Awards.  Payment of any Award under this Plan shall also be contingent upon the Committee's certifying in writing that the Performance Goals and any other material terms applicable to such Award were in fact satisfied, in accordance with applicable treasury regulations under Code Section 162(m). Unless and until the Committee so certifies, such Award shall not

4

become due nor payable. The Committee will certify in writing the degree of achievement of each Performance Goal.

7.2 Method of Payment.  Unless the Committee provides otherwise (a) Awards shall be paid following  certification as provided under 7.1 above, and (b) such payment shall be made in cash (subject to any payroll tax withholding the Company may determine applies).  Notwithstanding the foregoing, the Committee may in its sole and exclusive discretion determine whether the Awards shall be paid (a) in cash, (b) in Common Stock of the Company, or (c) a combination of cash and Common Stock of the Company.  The number of shares of Common Stock that may be received by the Participant in settlement of an Award shall be based on the closing stock price of the Common Stock as of the date of certification of such Award by the Committee. 
60;Awards of Common Stock will be issued under the Solutia Inc. 2007 Management Long-term Incentive Plan, or successor plan, at the time the Award is settled.

7.3 Shareholder Approval. This Plan shall be submitted to the Company’s shareholders for their approval with respect to Awards payable for the year 2010 and, to the extent necessary for purposes of IRS Code Section 162(m), this Plan shall be resubmitted to the Company’s shareholders for their reapproval with respect to Awards payable for the years commencing on and after 5th anniversary of initial shareholder approval.

ARTICLE VIII

Limitation of Rights

8.1 Not Employment Contract.  Any provision of this Plan to the contrary notwithstanding, (a) Awards under this Plan are intended to qualify as "qualified performance-based compensation" under Treasury Regulation 1.162-27(e) and (b) any provision of the Plan that would prevent an Award under the Plan from so qualifying shall be administered, interpreted and construed to carry out such intention and any provision that cannot be so administered, interpreted and construed shall to that extent be disregarded.  No provision of the Plan, nor the selection of any eligible employee to participate in the Plan, shall constitute an employment agreement or affect the duration of any Participant's employment, which shall remain "employment at will" unless an emplo yment agreement between the Company and the Participant provides otherwise.  Both the Participant and the Company shall remain free to terminate employment at any time to the same extent as if the Plan had not been adopted.  Further, nothing in this Plan shall be deemed to modify any terms and conditions of a Participant’s employment agreement.

8.2 Assignment and Alienation.  No Participant shall have the right to alienate, assign, sell, transfer, pledge, or encumber his or her actual or anticipated right to receive an Award under the Plan.

8.3 Unfunded Plan.  The Plan constitutes an unfunded, unsecured commitment of the Company.  No Participant shall have any lien or any assets of the company or any subsidiary thereof by reason of any actual or anticipated right to receive an Award.

8.4 Discretion of Committee.  Whether any Award is made under the Plan to any or all Participants will depend on the discretion of the Committee (or its delegate).  Nothing in this document or any other document describing or referring to the Plan shall confer any right

5

whatsoever on any person to be considered for any incentive commitments or Awards.  This document does not purport to be complete and is subject to and governed by actions, rules and regulations of the Committee (or its delegate).  The Plan may be amended, modified or terminated without notice by the Committee at any time, including (but not limited to) any such amendment, modification or termination that reduces or eliminates any benefit otherwise to be paid or payable hereunder.  The Plan will remain in effect until terminated by the Board.

8.5 Taxes.  The Company will withhold any federal, state or local, domestic or foreign taxes as required by law or regulation or as the Company deems appropriate from any payments that it makes to Participants hereunder.

ARTICLE IX

Governing Law

9.1 Governing Law. The terms of this Plan shall be governed by the laws of the State of Delaware, without reference to the conflicts of laws principles thereof.

Amended effective November 19, 2010

6

EX-10.18

EXHIBIT 10.18

RESTRICTED STOCK UNIT AWARD AGREEMENT

pursuant to the

SOLUTIA INC. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN

Participant:

Grant Date: April 21, 2010

Number of Restricted Stock Units granted:

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware(the “Company”), and the Participant specified above, pursuant to the Solutia Inc. Non-Employee Director Stock Compensation Plan as in effect and as amended from time to time (the “Plan”).

WHEREAS, it has been determined under the Plan that the Company will grant the Restricted Stock Units provided herein to the Participant;

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1.           Incorporation By Reference; Plan Document Receipt.  This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were expressly set forth herein.  Any capitalized term not defined in this Agreement shall h ave the same meaning as is ascribed thereto in the Plan.  The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content.  In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2.           Grant of Restricted Stock Unit Award.  The Company hereby grants to the Participant, as of the Grant Date specified above, the number of Restricted Stock Units specified above.  Except as otherwise provided by Section 10.12 of the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s stockholder interest in the Company for any reason.  T he Participant shall not have the rights of a stockholder in respect of any Share underlying this Award until such Share is delivered to the Participant in accordance with Section 4.

3.           Vesting.

3.1           Except as otherwise provided in this Section 3, one-third of the Restricted Stock Units subject to this grant shall vest immediately and the remaining Restricted Stock Units shall become unrestricted and vested pro rata on each of the first two anniversaries of the Grant Date specified above

(one-third of the total grant on the first anniversary and one-third on the second anniversary of the Grant Date).

3.2            Except as otherwise provided in this Section 3, if the Participant’s service on the Board terminates for any reason, including but not limited to the Participant’s Disability,  prior to the full vesting of all or any portion of the Restricted Stock Units awarded under this Agreement, such unvested portion of the Restricted Stock Units shall continue to vest according to the vesting schedule set forth in Section 3.1. For purposes of this Agreement, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a doctor selected in good faith by the Company.< /font>

3.3           If the Participant’s service on the Board terminates due to the Participant’s death, the Restricted Stock Units shall become vested as of the date of any such termination.

4.            Delivery of Shares.   Subject to the terms of the Plan, if the Restricted Stock Units awarded by this Agreement become vested, the Company shall promptly distribute to the Participant the number of Shares equal to the number of Restricted Stock Units that so vested; provided that the Company may defer distribution of Shares to a date the Participant is not subject to any Company “blackout” policy or other trading restriction imposed by the Company; provided that any distribution of Shares shall in any event be made by the date that is 2-1/2 months from the end of the calendar year in which the applicable Restricted Stock Units vested.  In connection with the delivery of the Shares pursuant to this Agreement, the Participant agrees to execute any documents reasonably requested by the Company.

5.           Dividends and Other Distributions.  There is no guarantee by the Company that dividends will be paid.  All dividends and other distributions paid with respect to the Shares underlying the Restricted Stock Units, whether paid in cash, Shares, or other property (the “Distributions”), shall be held by the Company and subject to the same vesting requirements and restrictions on transferability and forfeitability as the Restricted Stock Un it with respect to which such Distributions were paid.  The Distributions shall be paid at the time the Shares underlying the Restricted Stock Units are delivered pursuant to Section 4.

6.           Non-transferability.  Restricted Stock Units, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not, prior to vesting, be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution.  Any such Restricted Stock Unit, and any rights and interests with respect thereto, shall not, prior to de livery of Shares, be pledged or encumbered in any way by the Participant (or any beneficiary(ies) of the Participant) and shall not, prior to delivery of Shares, be subject to execution, attachment or similar legal process.  Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of in any way any of the Restricted Stock Units, or the levy of any execution, attachment or similar legal process upon the Restricted Stock Units, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

7.           Entire Agreement; Amendment.  This Agreement, together with the Plan contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter.  The Board Committee responsible for Director compensation shall have

2

the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan.  This Agreement may also be modified or amended by a writing signed by both the Company and the Participant.  The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

8.           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the principles of conflict of laws thereof.

9.           Notices.  Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

9.1      If such notice is to the Company, to the attention of the General Counsel of the Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

9.2      If such notice is to the Participant, at his or her email or home address as shown on the Company’s records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.

10.           Compliance with Laws.  The issuance of any Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations promulgated thereunder), and any other law or regulation applicable thereto.  The Company shall not be obligated to issue any Shares pursuant to this Agreement if su ch issuance would violate any such requirements.

11.           Binding Agreement; Assignment.  This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns.  The Participant shall not assign any part of this Agreement without the prior express written consent of the Company.

12.           Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

13.           Headings.  The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

14.           Further Assurances.  Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

15.           Severability.  The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent per mitted by law.

3

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant has hereunto set his hand, all as of the Grant Date specified above.

Participant Name

Participant Signature

Date

4

EX-10.19

EXHIBIT 10.19

RESTRICTED STOCK AWARD AGREEMENT

pursuant to the

SOLUTIA INC. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN

Participant:

Grant Date:  April 21, 2010

Number of Shares of Restricted Stock granted:

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware(the “Company”), and the Participant specified above, pursuant to the Solutia Inc. Non-Employee Director Stock Compensation Plan as in effect and as amended from time to time (the “Plan”).

WHEREAS, it has been determined under the Plan that the Company will grant the shares of Restricted Stock provided herein to the Participant;

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1.           Incorporation By Reference; Plan Document Receipt.  This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were expressly set forth herein.  Any capitalized term not defined in this Agreement shall h ave the same meaning as is ascribed thereto in the Plan.  The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content.  In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2.           Grant of Restricted Stock Award.  The Company hereby grants to the Participant, as of the Grant Date specified above, the number of shares of Restricted Stock specified above.  Except as otherwise provided by Section 10.12 of the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s stockholder interest in the Company for any reason.

3.           Vesting.

3.1          Except as otherwise provided in this Section 3, one-third of the Restricted Stock subject to this grant shall vest immediately and the remaining Restricted Stock shall become unrestricted and vested pro rata on each of the first two anniversaries of the Grant Date specified above (one-third of the total grant on the first anniversary and one-third on the second anniversary of the Grant Date).

3.2           Except as otherwise provided in this Section 0, if the Participant’s service on the Board terminates for any reason, including but not limited to the Participant’s Disability, prior to the vesting of all or any portion of the Restricted Stock awarded under this Agreement, such unvested portion of the Restricted Stock shall continue to vest according to the vesting schedule set forth in Section 3.1. For purposes of this Agreement, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a doctor selected in good faith by the Company.

3.3                     If the Participant’s service on the Board terminates due to the Participant’s death, the Restricted Stock shall become vested as of the date of any such termination.

4.            Period of Restriction; Delivery of Unrestricted Shares.   During the Period of Restriction, the Restricted Stock shall bear a legend as described in Section 6.4.2 of the Plan (if certificated) and the Company shall hold the Restricted Stock as escrow agent as set forth in Section 6.3 of the Plan.  When shares of Restricted Stock awarded by this Agreement become vested, the Participant shall be entitled to receive unrestricted Shares and if the Participant's stock certificates contain legends restricting the transfer of such Shares, the Participant shall be entitled to receive new stock certificates free of such legends (except any legends requiring compliance with securities laws).  In connection with the delivery of the unrestricted Shares pursuant to this Agreement, the Participant agrees to execute any documents reasonably requested by the Company.

5.           Dividends and Other Distributions.  There is no guarantee by the Company that dividends will be paid.  During the Period of Restriction, all dividends and other distributions paid with respect to the Restricted Stock, whether paid in cash, Shares, or other property (the “Distributions”), shall be held by the Company and subject to the same vesting requirements and restrictions on transferability and forfeitability as the Restricted St ock with respect to which such Distributions were paid.  The Distributions shall be paid at the time the Restricted Stock becomes vested pursuant to Section 3.

6.           Non-transferability.  Restricted Stock, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not, prior to vesting, be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution.  Any such Restricted Stock, and any rights and interests with respect thereto, shall not, prior to vesting, be p ledged or encumbered in any way by the Participant (or any beneficiary(ies) of the Participant) and shall not, prior to vesting, be subject to execution, attachment or similar legal process.  Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of in any way any of the Restricted Stock, or the levy of any execution, attachment or similar legal process upon the Restricted Stock, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

7.           Entire Agreement; Amendment.  This Agreement, together with the Plan contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter.  The Board Committee responsible for Director compensation shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in th e Plan.  This Agreement may also be modified or amended by a writing signed by both the Company and the Participant.  The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

2

8.           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the principles of conflict of laws thereof.

9.           Notices.  Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

9.1      If such notice is to the Company, to the attention of the General Counsel of the Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

9.2      If such notice is to the Participant, at his or her email or home address as shown on the Company’s records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.

10.           Compliance with Laws.  The issuance of the Restricted Stock or unrestricted shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations promulgated thereunder), and any other law or regulation applicable thereto.  The Company shall not be obligated to issue any of the Restricted Stock or unrestricted Shares pursuant to this Agreement if such issuance would violate any such requirements.

11.           Binding Agreement; Assignment.  This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns.  The Participant shall not assign any part of this Agreement without the prior express written consent of the Company.

12.           Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

13.           Headings.  The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

14.           Further Assurances.  Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

15.           Severability.  The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

3

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant has hereunto set his hand, all as of the Grant Date specified above.

Participant Name

Participant Signature

Date

4

EX-10.20

EXHIBIT 10.20

Solutia Inc.

Executive Tax and Financial Planning

Reimbursement Policy

Amended and Restated Effective January 1, 2010

PURPOSE

The purpose of this program is to provide financial planning and tax service reimbursement to designated executives.The Company believes that good financial planning and tax preparation by a professional reduces the time and attention the executive would otherwise spend on his personal financial affairs and affords the executive more time to focus on his/her executive responsibilities.

ELIGIBILITY

Employees eligible for the program include:

1.	CEO, CFO, EVP and SVP (Level 1)
2.	Employees designated as participants in the program by the CEO (Level 2)

PROGRAM SUMMARY

A.  Eligible services for reimbursement

1.	Tax planning and preparation
2.	Estate planning, including wills and trusts
3.	Financial planning
4.	Retirement planning

B.  Administration

When the executive receives an invoice from a qualified professional of his/her choice, the invoice should be paid by the executive directly to the vendor.  Reimbursement for the paid invoice will be made to the executive through payroll after submission of the invoice to the Human Resources Department.  The Human Resources Department will submit the invoice for processing once approval is received from the most senior executive in Human Resources.

Reimbursement under this policy will be processed through the payroll system and will be subject to any required tax withholding the company may determine applies including, federal state, FICA and Medicare tax.  The reimbursement is not eligible for tax gross-up.  Therefore, the reimbursement will consist of the gross amount submitted for reimbursement, less required tax withholdings.

Invoices for any calendar year should be presented for reimbursement within 90 days following the end of the calendar year in which covered expenses were incurred.

C.  The maximum annual reimbursement per calendar year

Level 1- CEO, CFO, EVP and SVP	$	7,000
Level 2- Other eligible executives	$	5,000

Monies not used in one year can be carried over only to the following year.

EX-10.22

EXHIBIT 10.22

SOLUTIA INC.

SAVINGS AND INVESTMENT RESTORATION PLAN

ARTICLE I:  INTRODUCTION

1.1           Purpose.  Solutia Inc. (the Employer) has established this Solutia Inc. Savings and Investment Restoration Plan (the Plan) to attract and retain key executives by providing additional retirement benefits and opportunities to defer compensation.

1.2           Legal status.  The Plan is a deferred compensation plan for a select group of management or highly-compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA).  The Employer intends the Plan to be unfunded for purposes of ERISA and the Internal Revenue Code of 1986, as amended (the Code), and to satisfy the requirements of Code Section 409A.  Plan provisions will be interpreted consistent with this intent.

1.3           Effective date.  The Plan takes effect on January 1, 2009.

ARTICLE II:  DEFINITIONS

2.1           Key terms and construction.  When used in the Plan, the following terms will have the meanings set forth below.  Several other terms are not defined here, but, for convenience, are defined as they are introduced into the text.  References to specific Code Sections, such as Section 409A, include any final regulations, Revenue Rulings, and guidance of general applicability thereunder.

Cause means acts that constitute theft, fraud, or the embezzlement of funds; gross negligence or deliberate misconduct in the performance of the Participant’s job responsibilities; acts or omissions involving moral turpitude; breach of a material provision of any agreement between the Employer and the Participant; or violation of any material written policy of the Employer.

Participant means an eligible employee who chooses to participate in the Plan.  A Participant will remain a Participant as long as he or she has an account balance in the Plan.

Performance-Based Compensation means compensation that (a) is based on services performed over a period of at least 12 months and (b) constitutes performance-based compensation as defined in Treasury Regulations issued under Code Section 409A.

Plan Year means the calendar year.

Retirement Plan means the Solutia Savings and Investment Plan, a tax-qualified defined contribution plan.

Separation from Service occurs (or a Participant Separates from Service) when the Participant ceases to be employed by the Employer and all entities considered a single employer with the

Employer under Code Sections 414(b) and (c) as a result of the Participant’s death, retirement, or other termination of employment.  Whether a Separation from Service occurs is based on all the relevant facts and circumstances and will be determined in accordance with Code Section 409A.

ARTICLE III:  ADMINISTRATION

3.1           Plan administrator.  The Executive Compensation and Development Committee (ECDC) will designate an individual or committee to administer the Plan (Administrator).  The Administrator may appoint one or more delegates to discharge any or all of the Administrator’s responsibilities under the Plan.  The Administrator and delegates have all of the discretionary authority, rights, and duties that are necessary or appropriate for the proper administration of the Plan and may rely upon financial, legal, and accounting advisors, as they see fit.  The decisions of the Administrator and delegates, including interpretations of the Plan and determinations of amounts due under the Plan, are final and binding on all parties.

ARTICLE IV:  ELIGIBILITY

4.1           Plan participation.  An employee must be a US resident on the first day of a Plan Year to defer salary and bonus earned in that Plan Year.  A US resident employee whose pay grade on the Plan’s effective date is 83 or higher will be eligible to participate in the Plan on that date.  Other US resident employees will become eligible to participate in the Plan on the first date that the employee achieves a pay grade of 83 or higher.  If a Participant’s pay grade falls below 83, the Participant will cease to be eligible to defer salary and bonus under the Plan, beginning with the salary and bonus earned in the Plan Year immediately following the Plan Year in which his or her pay grade falls below 83.  If a Participant whose pay grade has fallen below 83 subsequently achieves a pay grade of 83 or higher, the Participant will become eligible to defer salary and bonus under the Plan, beginning with salary and bonus earned in the Plan Year immediately following the Plan Year in which he or she achieves a pay grade of 83 or higher.  The Employer reserves the right to revise, at any time and from time to time, the designation of pay grades and, in the event of such re-designation, those U.S. employees who are in grades comparable to grades 83 or higher shall be eligible to participate in the Plan.

ARTICLE V:  ACCOUNTS

5.1           Establishment of accounts.  The Administrator will establish a bookkeeping account for each Participant to which the amounts described in Article VI are credited.  The Administrator may establish sub-accounts for Participants, as the Administrator deems appropriate.  The accounts and sub-accounts will be adjusted to reflect income, gains, losses, and distributions.

5.2           Investment credits.  The Pension and Savings Plan Committee (“Committee”) will select the investment options that will be available under the Plan as hypothetical investments.  The Committee may add to, eliminate, or modify these notional investment options from time to time.  Participants’ accounts will be valued, and Participants may reallocate their accounts among these hypothetical investment options on a daily basis.

2

Article VI:  CONTRIBUTIONS

6.1           Elective salary and bonus deferrals.

(a) For each Plan Year, an eligible employee may elect to reduce his or her salary and calendar-year bonus that is in excess of the Code Section 401(a)(17) limit by up to 35% and have the amounts contributed to his or her account.  A Participant’s election must be filed at such time as designated by the Committee, but in no event later than the December 31 preceding the first day of the Plan Year in which the services are performed which relate to the compensation being deferred.  A Participant may submit a new election with respect to compensation earned in a subsequent Plan Year by filing a new election no later than the December 31 preceding the first day of the Plan Year in which the services are performed which relate to the compensation subject to the new election.  An effective election may not be revoked or modified after the December 31 preceding the first Plan Year in which services are performed which relate to the compensation subject to such election.  During a Plan Year, an election shall be irrevocable, and the deferral percentage or amount elected by the Participant thereunder shall not be increased or decreased.  If an election has not been made with respect to compensation to be earned in any Plan Year, the Participant shall be deemed to have elected not to defer compensation for such Plan Year with respect to compensation earned during such Plan Year.

(b) Notwithstanding subsection (a) above, in the case of an election to defer a bonus which is Performance-Based Compensation, an election must be made no later than a date (as determined by the Committee) that is six months before the end of the performance period, provided that, (1) the Participant continuously performs services from the date the performance criteria are established through the date the Participant makes his or her election and (2) the bonus is not substantially certain to be paid and is not readily ascertainable as of the date of such election.

(c) Notwithstanding subsection (a) or (b) above, if the compensation is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right to the compensation, the Committee may permit a Participant to file an election on or before the 30th day after the Participant obtains the legally binding right to the compensation, provided that the election is filed at least 12 months in advance of the earliest date at which the forfeiture condition could lapse.

(d) Notwithstanding subsections (a), (b) or (c) above, in the case of a Participant who first becomes eligible to participate in this Plan during a Plan Year, an election to defer compensation may be made within 30 days after the date the employee first becomes eligible to participate in the Plan, provided that the employee has not previously become eligible to participate in any other nonqualified account balance plan maintained by the Company (as defined in Treasury Regulation Section 1.409A-1(c)(2)(i)(A)), with respect to compensation paid for services to be performed subsequent to the election, which shall be irrevocable during such initial year of participation.  With respect to compensation which is earned based upon a specified performance period, such as an annual bonus,

3

such initial election shall apply only to the portion of such compensation equal to the total amount of compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.

(e) Notwithstanding any other provision of this Plan, if a Participant receives a safe harbor hardship distribution under any tax-qualified employee retirement plan maintained by his or her employer, all deferral elections of the Participant under the Plan shall be suspended for a period of at least 6 months, and the Participant shall not be eligible to resume deferrals hereunder until the Plan Year beginning after expiration of such 6-month period.

6.2           Employer contributions.  For each Plan Year, the Employer will credit each Participant’s account with an employer matching contribution determined in accordance with Section 6.1(c) of the Solutia Inc. Retirement Plan (as amended from time to time) for  such Plan Year..

6.3           Election forms.  To be valid, elections must be made on forms provided by the Administrator and received by the Administrator on or before the specified deadline.  An election must state the percentage in whole numbers by which the Participant desires to reduce his or her salary and/or bonus and, in accordance with Section 8.1, the form of payment of the Participant’s benefits.

6.4           Discretionary Employer contributions.In addition to any other amount it may credit to a Participant’s account for a Plan Year, the Employer may, in its sole and absolute discretion and at any time it deems advisable, credit any Participant’s account with an employer discretionary contribution in an amount it deems advisable.  The vesting schedule, if any, shall be determined by the Employer at the time action is taken to provide for the discretionary contribution; provided that, if no vesting schedule is specifically descri bed in such action, the provisions of Section 7.1 shall govern the vesting of the contributions.  The Employer shall at no time be required to make any contribution pursuant to this Section 6.4 to any Participant’s account.

ARTICLE VII:  VESTING

7.1           Vesting.  A Participant is at all times 100% vested in his or her account balance.

7.2           Forfeitures.  Notwithstanding Section 7.1, a Participant whose employment is terminated for Cause will forfeit his or her Employer contributions and any investment credits attributable to such amounts.

ARTICLE VIII:  BENEFIT PAYMENTS

8.1           Form and time of payment.

4

(a) Coincident with a Participant’s first election to defer salary and bonus, the Participant must elect to receive his or her account balance upon Separation from Service in a single lump sum, 5 annual installments, or 10 annual installments.  If a Participant fails to make a timely form-of-payment election, his or her account balance will be paid in a single lump sum.  The Participant’s lump sum or first installment, as applicable, will be paid on the date that is 6 months after the Participant Separates from Service.  Any subsequent installments will be paid on the first and each succeeding anniversary of the Participant’s Separation from Service, until the Participant’s entire account balance has been paid.  Each installment will equal the Participant’s then-current account balance divided by the number of remaining installments.

(b) Section 8.1(a) notwithstanding, if a Participant (i) Separates from Service before attaining age 55 and completing 5 years of service with the Employer, or (ii) Separates from Service with an account balance of less than $20,000 (indexed after 2008 in the same manner as the limitation under Code Section 402(g)), then the Participant’s entire account balance will be paid in a single lump sum on the date that is 6 months after the Participant Separates from Service.

8.2           Changes to form of payment.  A Participant may elect to change the form of his or her benefit payment, provided the election satisfies both of the following conditions:

· The election is not effective until 12 months after it is made.  If an election is made less than 12 months before a scheduled lump sum payment or the commencement of installments, the election will be null and void and the Participant’s benefit will be paid in accordance with his or her most recent valid election.

· The election defers payment for at least 5 years from the date the payment otherwise would have been made or, if earlier, until the Participant’s death.

For purposes of this Section 8.2, installments are deemed to be a single payment, commencing on the date of the first installment.

8.3           Death benefits.  Sections 8.1 and 8.2 notwithstanding, the Participant’s beneficiary or beneficiaries will be paid the Participant’s then-current account balance in a single lump sum as soon as practicable, but not later than 90 days, after the Participant’s death.  Neither a Participant nor a beneficiary may, directly or indirectly, designate the taxable year of the payment.  A Participant may designate the beneficiary or beneficiaries who will receive benefits payable upon his or her death and change or revoke the designation without the consent of any beneficiary.  A designation must be in writing on a form provided by the Administrator.  If a Participant fails to properly designate a beneficiary, or survives his or her beneficiaries, payment will be made to the Participant’s estate.

8.4           Cash payments and tax withholding.  Each Participant’s benefit will be paid in cash and reduced by any and all federal, state, and local taxes, which the Employer is required to withhold.

5

Article IX:  SOURCE OF PAYMENTS

9.1           Rabbi trust.  The Employer intends to establish a rabbi trust and contribute funds or other assets at such times and in such amounts as it deems appropriate to help satisfy its obligations under the Plan.  The trustee will be a bank or other independent financial institution and will be authorized to invest the trust assets, subject to investment guidelines set by the Administrator and applicable law.  The rabbi trust will be an employer grantor trust under Code Sections 671 through 679, the assets of which are available to pay the claims of the Employer’s creditors in the event of its insolvency.

9.2           Benefits and expenses.  Plan benefits will be paid directly from the rabbi trust or, if the Employer fails to maintain a rabbi trust or trust assets are insufficient, from the Employer’s general assets.  Expenses of administering the Plan will be paid from the Employer’s general assets.  The Employer is not required to set aside, earmark, or escrow any funds or other assets to satisfy its obligations under the Plan, except as provided in Sections 9.1 and 9.2.  Participants and beneficiaries have no interest in any specific assets of the Employer or the rabbi trust, other than the unsecured right to receive ben efits pursuant to the terms of the Plan.  In this regard, Participants acknowledge that the accounts referred to in Article V are merely bookkeeping entries used to track their benefits.

ARTICLE X:  CLAIMS PROCEDURE

10.1           Claims for benefits.  In general, the payment of benefits under the Plan is automatic and no claims need be filed.  However, a Participant or beneficiary (Claimant) may submit a claim in writing to the Administrator.  If the claim is denied in whole or in part, the Claimant will receive from the Administrator notice in writing, in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the denial, with reference to pertinent Plan provisions.  The notice will be provided within 90 days of the date the claim for benefits is received.  Any disagreements about the interpretation of, or the Claimant’s rights under, the Plan may be appealed within 60 days to the Administrator.  The Administrator will respond to the appeal within 60 days with notice in writing fully disclosing and explaining the decision.

ARTICLE XI:  MISCELLANEOUS PROVISIONS

11.1           Plan amendment and termination.  The Employer reserves the right to amend, discontinue, or terminate the Plan at any time by action of the ECDC.  However, no amendment, discontinuance, or termination will diminish the benefits of a Participant that are earned and vested prior to the date the ECDC approves the amendment, discontinuance, or termination.  The Employer may not accelerate the timing of benefit payments, except to the extent Code Section 409A permits.

11.2           Non-alienation of benefits.  The interest of a Participant or beneficiary in his or her Plan benefits are not subject to the claims of the Participant’s or beneficiary’s creditors and may not be voluntarily or involuntarily sold, transferred, pledged, alienated, assigned, anticipated, or encumbered.  Any attempt by a Participant or beneficiary to do so will be null and void.

6

11.3           No employment rights.  The Plan does not constitute a contract of employment and participation in the Plan does not give a Participant the right to continue employment with the Employer or limit the Employer’s right to discharge any employee with or without Cause.

11.4           Indemnification.  To the extent the law allows, the Employer will indemnify and hold harmless the Administrator, any of the Administrator’s delegates, and any employee who may act on behalf of the Employer in the administration of the Plan from and against any liability, loss, cost, or expense (including reasonable attorneys’ fees) incurred at any time as a result of or in connection with any claims, demands, actions, or causes of action of any Participant, any person claiming through any Participant, or any other person, party, or authority claiming to have an interest in the Plan or standing to act for any person or groups having an int erest in the Plan, for or on account of any of the acts or omissions (or alleged acts or omissions) of the Administrator, any delegate, or any employee, except to the extent resulting from that person’s willful misconduct.

11.5           Successors.  The Plan is binding on the Employer and its successors and assigns and on each Participant and beneficiary.

11.6           Severability.  In case any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining provisions of the Plan and the Plan will be construed and enforced as if the illegal or invalid provision had never been set forth.

11.7           Controlling law.  To the extent not superseded by the laws of the United States, the laws of Delaware are controlling in all matters relating to the Plan, without regard to that state’s choice of laws provisions.

Last amended: November 19, 2010

7

EX-21

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

The following is a list of Solutia's subsidiaries as of December 31, 2010, except for unnamed subsidiaries that, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

	Percentage of Voting Power Owned by Solutia	Jurisdiction of Incorporation
Monchem International, Inc.	100%	Delaware
Solutia Europe SPRL/BVBA	100%	Belgium
Solutia Services International SCA/Comm, VA	100%	Belgium
CPFilms Inc.	100%	Delaware
Flexsys Coordination Center SA/NV	100%	Belgium
Flexsys Holdings B.V	100%	Netherlands
Solchem Netherlands C.V	100%	Netherlands
Solutia Netherlands Holdings B.V	100%	Netherlands
Solutia Solar GmbH	100%	Germany
Solutia U.K. Limited	100%	South Wales
Flexsys America L.P	100%	Delaware
Flexsys Verwaltungs- und Beteiligungsgesellschaft (VuB) GmbH	100%	Germany
Flexsys Chemicals (M) Sdn Bhd	100%	Malaysia
Flexsys K.K. (Kabushiki Kaisha)	100%	Japan
Flexsys Asia Pacific Sdn. Bhd	100%	Malaysia
Solutia Performance Products Solutions, Ltd	100%	Mauritius
Flexsys Verkauf GmbH	100%	Germany
Solutia Brasil Ltda	100%	Brazil

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-149425 and 333-166285 on Form S-8 and Registration Statement Nos. 333-146957, 333-151980, and 333-160834 on Form S-3 of our report dated February 24, 2011, relating to the consolidated financial statements and financial statement schedule of Solutia Inc. and subsidiaries (Solutia Inc.), and the effectiveness of Solutia Inc.'s internal control over financial reporting (which report expresses an unqualified opinion and included explanatory paragraphs relating to Solutia Inc.’s reorganization under Chapter 11 of the United States Bankruptcy Code and classification of its integrated nylon and primary accelerators businesses as discontinued operations), appearing in this Annual Report on Form 10-K of Solutia Inc. for the year ended December 31, 2010.

/s/ Deloitte & Touche LLP

St. Louis, Missouri

February 24, 2010

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

Each undersigned director and/or officer of Solutia Inc. (the "Company"), a Delaware corporation, does hereby appoint Paul J. Berra, III, and Miriam Rogers Singer, each of them with full power to act without the other, as true and lawful attorneys-in-fact, to sign on his or her behalf (a) the Annual Report on Form 10-K and any Amendments thereto to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934; (b) any amendments to Registration Statements Nos. 333-146957, 333-151980 and 333-160834 on Form S-3, which have previously been filed with the Commission under the Securities Act of 1933 (the “Securities Act”), covering the registration of securities of the Company ; and (c) any amendments to Registration Statement Nos. 333-149425 and 333-166285 on Form S-8, which has previously been filed with the Commission under the Securities Act, covering the registration of securities of the Company; giving and granting unto those attorneys full power and authority to do and perform such actions as fully as he or she might have done or could do if personally present and executing any of said documents.

IN WITNESS WHEREOF, each undersigned director and/or officer has signed this Power of Attorney as of this 24th day of February, 2011.

/s/Jeffry N. Quinn	/s/James P. Heffernan
Jeffry N. Quinn, Chairman of the Board, Chief Executive Officer, and President (Principal Executive Officer)	James P. Heffernan, Director
/s/James M. Sullivan	/s/W. Thomas Jagodinski
James M. Sullivan, Executive Vice President and Chief Financial Officer (Principal Financial Officer)	W. Thomas Jagodinski, Director
/s/Timothy J. Spihlman	/s/Robert A. Peiser
Timothy J. Spihlman, Vice President and Controller (Principal Accounting Officer)	Robert A. Peiser, Director
/s/William T. Monahan	/s/William C. Rusnack
William T. Monahan, Lead Director	William C. Rusnack, Director
/s/Robert K. deVeer, Jr.	/s/Gregory C. Smith
Robert K. deVeer, Jr., Director	Gregory C. Smith, Director

EX-24.2

Exhibit 24.2

SOLUTIA INC.

CERTIFICATE

 I, Paul J. Berra, III, Senior Vice President, General Counsel, Legal and Governmental Affairs, Assistant Secretary of Solutia Inc. (the "Company"), hereby certify that the following is a full, true and correct copy of a resolution adopted by the Board of Directors of the Company on February 24, 2011, at which meeting a quorum was present and acting throughout:

FURTHER RESOLVED, that each officer and director who may be required to sign and execute the 2010 Annual Report on Form 10-K or any document in connection therewith (whether for and on behalf of the Company, or as an officer or director of the Company, or otherwise), be and hereby is authorized to execute a power of attorney appointing Paul J. Berra, III and Miriam R. Singer, or either of them acting alone, his or her true and lawful attorney or attorneys to sign in his or her name, place and stead in any such capacity such Annual Report on Form 10-K and any and all amendments thereto and documents in connection therewith, and to file the same with the Commission or any other governmental body, each of said attorneys to have power to act with or without the others, and to have full power and authority to do and perform, in the name and on behalf of each of said officers and directors, every act whatsoever which such attorneys, or any one of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as such officers or directors might or could do in person.

 IN WITNESS WHEREOF, I have hereunto set my hand in my official capacity and affixed the corporate seal of the Company this 24th day of February, 2011.

  /s/Paul J. Berra III

Paul J. Berra III

Senior Vice President, General Counsel

Legal and Governmental Affairs,

Assistant Secretary

 (seal)

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Section 302

Of the Sarbanes-Oxley Act of 2002

I, Jeffry N. Quinn, certify that:

1. I have reviewed this Annual Report on Form 10-K of Solutia Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/Jeffry N. Quinn

 Jeffry N. Quinn

President, Chief Executive Officer

and Chairman of the Board

Dated: February 24, 2011

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

Pursuant to Section 302

Of the Sarbanes-Oxley Act of 2002

I, James M. Sullivan, certify that:

1. I have reviewed this Annual Report on Form 10-K of Solutia Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/James M. Sullivan

James M. Sullivan

Executive Vice President

and Chief Financial Officer

Dated: February 24, 2011

EX-32.1

EXHIBIT 32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Jeffry N. Quinn, Chief Executive Officer of Solutia Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1) the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 24, 2011

/s/Jeffry N. Quinn

 Jeffry N. Quinn

President, Chief Executive Officer

and Chairman of the Board

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Solutia Inc. and will be retained by Solutia Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, James M. Sullivan, Chief Financial Officer of Solutia Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1) the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 24, 2011

/s/James M. Sullivan

James J. Sullivan

Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Solutia Inc. and will be retained by Solutia Inc. and furnished to the Securities and Exchange Commission or its staff upon request.